How does the audience shape word of mouth? What audience characteristics influence what and how people communicate? Most research on word-of-mouth has focused on its consequences, or how it influences choice, diffusion, and sales (e.g., Godes and Mayzlin 2004; Chintagunta, Gopinath, and Venkataraman 2010). There has been less attention, however, to the processes underlying interpersonal communication, particularly how the recipient impacts what people talk about and share. The four papers in this session illustrate how various aspects of the audience might motivate the speaker to share different type of content, use different linguistic styles, or pass on product information in the face of incentives or knowledge discrepancies. All four presentations are working papers with at least four studies completed.